03/13/2026 | Press release | Distributed by Public on 03/13/2026 16:42
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 03/12/2026 | A | 3,478 | (2) | (2) | Common stock | 3,478 | $ 0 | 3,478 | D | ||||
| Performance Stock Units | (1) | (3) | (3) | Common stock | 3,747 | 3,747 | D | ||||||||
| Restricted Stock Units | (4) | (5) | (5) | Common stock | 4,500 | 4,500 | D | ||||||||
| Restricted Stock Units | (4) | (6) | (6) | Common stock | 12,250 | 12,250 | D | ||||||||
| Restricted Stock Units | (4) | (7) | (7) | Common stock | 5,241 | 5,241 | D | ||||||||
| Restricted Stock Units | (4) | (8) | (8) | Common stock | 11,620 | 11,620 | D | ||||||||
| Stock Option (Right to Buy) | $2.04 | (9) | 11/13/2027 | Common stock | 3,106 | 3,106 | D | ||||||||
| Stock Option (Right to Buy) | $3.12 | (9) | 04/11/2028 | Common stock | 4,551 | 4,551 | D | ||||||||
| Stock Option (Right to Buy) | $12.1 | (9) | 04/01/2029 | Common stock | 18,209 | 18,209 | D | ||||||||
| Stock Option (Right to Buy) | $5.95 | (9) | 04/01/2030 | Common stock | 31,875 | 31,875 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Wynne Megan S. C/O TURTLE BEACH CORPORATION 15822 BERNARDO CENTER DRIVE, SUITE 105 SAN DIEGO, CA 92127 |
General Counsel | |||
| /s/ Megan S. Wynne | 03/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The securities are performance stock units ("PSUs") representing a contingent right to receive one share of Turtle Beach Corporation common stock. |
| (2) | Acquired upon achievement of certain performance criteria pursuant to one-third of the performance stock units granted April 1, 2023 under the Turtle Beach Corporation Stock Based 2023 Incentive Compensation Plan. The vesting of performance stock units is determined over a three-year period based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0% to 200%. These performance stock units will vest with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2026, subject to continued employment through such date. |
| (3) | These PSUs vest in installments of 1,846 shares on April 1, 2026 and 1,901 shares on April 1, 2027. |
| (4) | The securities are restricted stock units ("RSUs") representing a contingent right to receive one share of common stock or cash with a value equal to the fair market value of the underlying common stock or a combination thereof. |
| (5) | These RSUs vest in equal annual installments until April 1, 2026. |
| (6) | These RSUs vest in equal annual installments until April 1, 2027. |
| (7) | These RSUs vest in equal annual installments until April 1, 2028. |
| (8) | One-quarter of these RSUs will vest on April 1, 2026, with the remainder of the RSUs vesting in equal annual installments until April 1, 2029. |
| (9) | These options were exercisable as of the transaction date. |